Extraordinary Report
March 27, 2026
(TRANSLATION)
Note for readers of this English translation
On March 27, 2026, Chugai Pharmaceutical Co., Ltd. filed its Japanese-language Extraordinary Report (Rinji Houkokusho) with the Director-General of the Kanto Financial Bureau in Japan in connection with the Company's shareholders' voting results for proposals acted upon at the 115th Annual General Meeting of Shareholders held on March 26 2026, pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report.
Reason for submitting the Extraordinary Report
Given that resolutions were made for the proposals at the 115th Annual General Meeting of Shareholders (the "Meeting") held on March 26, 2026, Chugai Pharmaceutical Co., Ltd. (the "Company") submits this Extraordinary Report under the provisions of Article 24-5 ， Paragraph 4，of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc. (the "Report").
Contents of the Report
Date when the Meeting was held; March 26, 2026
Matters for resolution
First Proposal: Appropriation of Surplus Year-end dividend
JPY 147 per share of common stock of the Company
Second Proposal: Election of Nine (9) Directors
Elect Osamu Okuda, Iwaaki Taniguchi, Hitoshi, Fumio Tateishi, Hideo Teramoto, Kinuko Mitani, Thomas Schinecker, Teresa A. Graham and Boris L. Zaïtra as Directors of the Company.
Third Proposal: Revision of Stock Compensation System for Directors
Revision to Trust-Based Stock Compensation System for Directors (excluding Non-Executive Directors) in place of the restricted stock compensation. The maximum amount of money to be contributed by the Company to the Trust shall be JPY 450 million per fiscal year, and the maximum number of the Company's shares to be delivered to Directors shall be 150,000 shares per fiscal year.
Proposal
For
Against
Abstention
Ratio of favorable votes
Results
First Proposal
15,046,460
20,998
959
99.85%
Approved
Second Proposal
Osamu Okuda
11,730,887
3,311,486
26,014
77.85%
Approved
Iwaaki Taniguchi
14,477,943
562,352
28,119
96.08%
Approved
Hitoshi Iikura
14,480,030
560,264
28,119
96.09%
Approved
Fumio Tateishi
14,560,076
507,382
959
96.63%
Approved
Hideo Teramoto
14,579,923
487,536
959
96.76%
Approved
Kinuko Mitani
14,787,633
279,829
959
98.14%
Approved
Thomas Schinecker
14,478,968
561,326
28,119
96.09%
Approved
Teresa A. Graham
14,487,208
553,086
28,119
96.14%
Approved
Boris L. Zaïtra
14,262,207
778,077
28,119
94.65%
Approved
Third Proposal
15,009,113
58,340
959
99.61%
Approved
Number of voting rights concerning the indication of "for", "against" or "abstention" for each proposal; and Requirements for approving the proposals: Results of the resolutions
Notes: Requirements for the approval of each proposal are as follows:
The resolution for the First and Third Proposals must be adopted by the majority of the votes of the shareholders present who are entitled to exercise their voting rights.
The resolution for the Second Proposal must be adopted by a majority of the votes of the shareholders present at the Meeting where the number of the voting rights of the shareholders present, amounts to one-third (1/3) or more.
Reason why a portion of the voting rights held by the shareholders present at the Meeting held on March 26, 2026, was not added to the number of voting rights
Because in terms of Japanese Companies Act, the required majority approval for each proposal was met by the votes exercised prior to the Meeting held on March 26, 2026, as well as the votes exercised by a portion of shareholders present and confirmed by the Company at the Meeting held on March 26, 2026; and the voting rights of the shareholders present at the Meeting held on March 26, 2026, untraceable with the final decision of "for", "against" or "abstention" as to each proposal were not tallied.